End User License Agreement

These terms govern use of the Bravo QuickBooks Online integration (the "Software").

Effective date: [TODO date]  ·  Licensor: [TODO legal entity name and address]

1. Licence

Subject to these terms, the Licensor grants the organisation licensed to use Bravo (the "Customer") a non-exclusive, non-transferable licence to install and use the Software on servers it operates, for its own internal business purposes, for as long as its Bravo licence or support agreement remains in effect.

2. Ownership

The Software is licensed, not sold. The Licensor retains all right, title and interest in it, including all intellectual property rights. Nothing here transfers ownership.

3. Restrictions

The Customer will not: sublicense, rent, resell or distribute the Software to third parties; decompile or reverse engineer it except where that right cannot lawfully be excluded; remove proprietary notices; or use it to access QuickBooks data belonging to anyone who has not authorised that access.

4. Customer responsibilities

• Maintaining the servers the Software runs on, including operating system updates, access control and backups.
• Deciding which QuickBooks companies to connect, and keeping those authorisations current.
• Choosing the accounts, item and terms that documents post to, and checking that the resulting entries are correct.
• Reviewing what reaches QuickBooks Online. The Software transmits documents prepared in Bravo; it does not audit them, and it is not a substitute for accounting review.

5. QuickBooks Online

The Software interoperates with QuickBooks Online, a service of Intuit Inc. Intuit is not a party to this agreement. Use of QuickBooks Online is governed by the Customer's own agreement with Intuit. The Licensor does not control QuickBooks Online and is not responsible for its availability, behaviour, or changes to it.

6. Support and updates

Support and updates are provided under the Customer's separate Bravo support arrangement. This agreement does not by itself oblige the Licensor to provide either.

7. No warranty

The Software is provided "as is", without warranties of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. The Licensor does not warrant that the Software will be uninterrupted or error free.

8. Limitation of liability

To the fullest extent permitted by law, the Licensor will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising from use of the Software. The Licensor's total liability under this agreement will not exceed the amounts paid by the Customer for the Software in the twelve months before the claim arose. [TODO confirm cap with counsel]

9. Term and termination

This agreement runs until terminated. It terminates automatically if the Customer's Bravo licence ends, and either party may terminate it on written notice. On termination the Customer will stop using the Software, remove it from its servers, and disconnect any connected QuickBooks companies. Sections 2, 7, 8 and 10 survive termination.

10. Governing law

This agreement is governed by the laws of the State of [TODO state], without regard to its conflict of laws rules, and the parties consent to the exclusive jurisdiction of the courts located there.

11. Entire agreement

This agreement, together with the Privacy Policy and any signed agreement covering Bravo, is the entire agreement between the parties about the Software, and replaces earlier understandings on that subject. If any provision is held unenforceable, the rest remains in effect.

12. Contact

support@rycoinfo.com  ·  (800) 240-7926  ·  [TODO postal address]